UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant To Section 13 OR 15(d) of The Securities Exchange Act of 1934
Pursuant To Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions.
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c)) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company [
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
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Item 5.02 Departure
of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 28, 2022, the Board of Directors (the “Board”) of Minerals Technologies Inc. (the “Company”) elected Mr. Rocky Motwani as a member of the Board,
effective immediately. A copy of the press release announcing Mr. Motwani’s election is attached hereto as Exhibit 99.1 and incorporated by reference herein.
As a new member of the Board, Mr. Motwani will be entitled to the same compensation provided to each of the current non-employee members of the Board. This
includes an annual retainer fee of $195,000, comprised of $80,000 paid in cash and $115,000 in phantom stock units which have the economic value of one share of the Company’s common stock. Under the Company’s Nonfunded Deferred Compensation and Unit
Award Plan for Non-Employee Directors (the “Deferred Compensation Plan”), Mr. Motwani will have the right to defer his fee, which would then be credited to his account as phantom stock units. Mr. Motwani will also be eligible to receive additional
phantom stock units awarded pursuant to the Deferred Compensation Plan.
In addition, the Company will enter into an indemnification agreement with Mr. Motwani (the “Indemnification Agreement”) the terms of which are consistent
with those previously executed by each of the current members of the Board. The form of such Indemnification Agreement is more fully described in the Company’s Current Report on Form 8-K filed on May 8, 2009, which description is incorporated by
reference herein. Such description does not purport to be complete, however, and is qualified in its entirety by reference to the form of Indemnification Agreement, which is attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed
on May 8, 2009, and incorporated herein by reference.
The Board appointed Mr. Motwani to the Audit Committee and the Corporate Governance and Nominating Committee of the Board, having determined that Mr.
Motwani satisfies applicable requirements to serve on such Committees. There are no arrangements or understandings between Mr. Motwani and any other persons pursuant to which Mr. Motwani was elected as a director. There are no current or proposed
transactions in which the Company is a participant and for which disclosure is required with respect to Mr. Motwani under Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits
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99.1
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104
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Cover Page Interactive Data File (formatted as inline XBRL)
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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MINERALS TECHNOLOGIES INC.
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(Registrant)
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By:
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/s/ Thomas J. Meek
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Name:
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Thomas J. Meek
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Title:
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Senior Vice President, General Counsel, Secretary and Chief Compliance Officer
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Date: July 5, 2022
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Exhibit 99.1
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News Release
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Investor Contact:
Erik Aldag, (212) 878-1831
Media Contact:
Jared Kornblatt, (212) 878-1840
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For Immediate Release
June 30, 2022
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NEW YORK, June 30, 2022 – Minerals Technologies Inc. (NYSE: MTX) (“MTI” or “the Company”) today announced that Rocky Motwani has been elected to its Board of
Directors.
“Rocky is an accomplished business leader, with more than 20 years of experience in financial services, technology and entrepreneurship, and we are pleased to
welcome him to our Board,” said Douglas T. Dietrich, Chairman and Chief Executive Officer. “Mr. Motwani brings fresh perspectives and a diverse set of skills from multiple sectors that will further deepen and broaden the expertise of MTI’s Board.”
Mr. Motwani began his career at JLL, a firm that specializes in real estate and investment management. He then moved to McKinsey & Company, serving the
technology sector in Silicon Valley. He held senior roles at J.P. Morgan, including Managing Director, in the company’s Transaction Services franchise. He co-led the technology modernization and automation of J.P. Morgan’s global corporate FX
payments business, as well as managed its escrow payments business. Mr. Motwani is a venture investor and entrepreneur and is currently a Partner and Co-Founder of Mission3, a company that is building and investing in Web3 businesses. He is also
Co-Founder of Jiko Group, a technology-based bank holding company. He holds an MBA in Marketing from the Wharton School of the University of Pennsylvania, and a BS in Finance and Accounting from NYU’s Stern School of Business.
About Minerals Technologies Inc.
New York-based Minerals Technologies Inc. (MTI) is a global resource- and technology-based company that develops, produces, and markets a broad range of
specialty mineral, mineral-based and synthetic mineral products and related systems and services. MTI serves the consumer products, paper, packaging, foundry, steel, construction, environmental, energy, and polymer industries. The Company reported
sales of $1.9 billion in 2021. For further information, please visit our website at www.mineralstech.com. (MTI-G)
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